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International Edition

Bird & Bird Triples London Management Team

The structure expansion comes shortly after the firm elected long-standing CEO David Kerr's replacement.
2 minute read

International Edition

ESG Matters Take Center Stage in Latin America as Region Eyes Sustainability

Global law firms are increasingly guiding the issuance of sustainability-linked bonds from the region while brainstorming with clients to craft meaningful ESG goals.
6 minute read

Delaware Business Court Insider

The Common Law Insolvency Exception for the Sale of a Corporation's Assets Without Stockholder OK

At common law, before the directors could sell all the assets of a healthy corporation, they had to obtain unanimous stockholder approval. The unanimity requirement gave rise to holdout problems, where a minority of stockholders could block a transaction.
8 minute read

The Legal Intelligencer

Attorney-Client Privilege and Common Interest Doctrine May Provide Less Protection Than You Think

In particular, the Sandoz court held that, even wholly within a corporate client, nonlawyer personnel cannot disseminate corporate counsel's legal advice without losing the privilege; and the court held that the common interest privilege attaches only to communications that include lawyers representing all of the clients participating in the common effort, and does not apply to communications between or among the clients themselves.
8 minute read

New York Law Journal

Valvoline Not Required to Fulfill Tax Filing Wishes of Former Parent Corporation, US Judge Rules

U.S. District Judge Ronnie Abrams dismissed the claims brought against the Kentucky-headquartered oil manufacturer and distributor by Ashland Global Holdings Inc., which a McCarter & English team argued Valvoline should have to repay for tax attributes and related benefits valued at about $29 million.
2 minute read

New York Law Journal

The SEC Takes Aim at the Public-Private Disclosure Gap

The SEC appears likely to embark upon a rulemaking process that would require ESG—or, more accurately, EESG (Employee, Environmental, Social and Governance)—disclosures from large private companies.
9 minute read

Delaware Business Court Insider

Chancery Applies Traditional Fiduciary Principles to SPAC in 1st Test of Popular Vehicle for Private Companies to Access Public Markets Under Del. Corporate Law

The Delaware Court of Chancery applied entire fairness review and held that the plaintiff stockholders had stated legally sufficient "nonexculpated claims against the controlling stockholder and directors" of Churchill Capital Corp. III, a SPAC, in connection with its de-SPAC merger with a private operating company.
7 minute read

The American Lawyer

In Rare Move in Big Law, Reed Smith's Advisory Board to Guide Strategy

The firm's Independent Strategic Advisory Board appears to be a first in the Am Law 100.
4 minute read

The Legal Intelligencer

Avoiding Deceptive Pricing Practices Under Federal and State Consumer Protection Laws

The Federal Trade Commission (FTC) and state attorneys general regulate how companies advertise the prices of their products. For those companies with a national reach, this complex web of federal and state rules can make it difficult to design a single, persuasive advertising campaign that does not trigger an investigation for deceptive pricing somewhere in the country.
5 minute read

New York Law Journal

A Primer on ESG Disclosures: Theory and the Real World

Let us assume for the moment that the SEC can require more than material information (or can convince courts that most ESG disclosures are material). What happens next? Given that the social costs of greenhouse gas emission vastly exceed their private costs to issuers (which is the point at which economists stop), what can lawyers, as specialists in policy engineering, do to bring the two closer to alignment? John C. Coffee Jr. explores these questions in this edition of his Corporate Securities column.
11 minute read

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Legal Speak is a weekly podcast that makes sense of what’s happening in the legal industry.

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